Common use of Sophisticated Parties Clause in Contracts

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CYSIVE, INC. By: ---------------------------------- Name: Title: Accepted as of the date hereof Thomxx Xxxsxx Xxxtners LLC First Union Capital Markets Corp. Friedman, Billings, Ramsxx & Xo., Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Thomxx Xxxsxx Xxxtners LLC By: -------------------------------------- Name: Title:

Appears in 1 contract

Samples: Underwriting Agreement (Cysive Inc)

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Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the 24 indemnification and contribution provisions of Section 87, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CYSIVEVitaxxxXxxxxx.xxx, INCXxc. By: ---------------------------------- Name: Title: By:------------------------------- Name:------------------------ Title:--------------------- Accepted as of the date hereof Thomxx Xxxsxx Xxxtners LLC First Union Capital Markets Corp. FriedmanWillxxx Xxxxx & Xompany, Billings, Ramsxx & Xo., Inc. L.L.C. PaineWebber Incorporated Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Thomxx Xxxsxx Xxxtners LLC By: -------------------------------------- Name: Title:By:------------------------------- Name:--------------------------- Title:----------------------- Number of Firm Shares Underwriter To Be Purchased Thomxx Xxxsxx Xxxtners LLC Willxxx Xxxxx & Xompany, L.L.C. PaineWebber Incorporated --------- Total 4,545,455 =========

Appears in 1 contract

Samples: Underwriting Agreement (Vitaminshoppe Com Inc)

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yoursVERY TRULY YOURS, CYSIVECACHE, INC. By: ---------------------------------- Name: Title: The Selling Shareholders named in Schedule B hereto, acting severally By: Attorney-in-Fact Accepted as of the date hereof Thomxx Xxxsxx Xxxtners XXXXXX XXXXXX PARTNERS LLC First Union Capital Markets Corp. Friedman, Billings, Ramsxx & Xo., Inc. US BANCORP XXXXX XXXXXXX INC. XX XXXXX SECURITIES CORPORATION Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Thomxx Xxxsxx Xxxtners Xxxxxx Xxxxxx Partners LLC By: -------------------------------------- Name: Title:: EXHIBIT A Form of Legal Opinion of Company Counsel

Appears in 1 contract

Samples: Cache Inc

Sophisticated Parties. Each of the parties hereto acknowledges that --------------------- it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 87, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CYSIVERainmaker Systems, INC. Inc. By: ---------------------------------- :_________________________________________ Name: Xxxxxxx Xxxxxx Title: Chairman, President and Chief Executive Officer Accepted as of the date hereof Thomxx Xxxsxx Xxxtners Xxxxxxxxx, Lufkin & Xxxxxxxx Securities Corporation Xxxxxx Xxxxxx Partners LLC First Union Capital Markets Corp. Friedman, Billings, Ramsxx & Xo., Inc. XX Xxxxx Securities Corporation Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. ---------- By: Thomxx Xxxsxx Xxxtners LLC Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation By: -------------------------------------- :_______________________________ Name: Title: By: Xxxxxx Xxxxxx Partners LLC By:______________________________ Name: Title: SCHEDULE A ----------

Appears in 1 contract

Samples: Rainmaker Systems Inc

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Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CYSIVEINHIBITEX, INC. By: ---------------------------------- -------------------------------- Name: Title: Accepted as of the date hereof Thomxx Xxxsxx Xxxtners Xxxxxx Xxxxxx Partners LLC First Union Capital Markets Lazard Freres & Co., LLC Xxxxxx Xxxxxxx Corp. Friedman, Billings, Ramsxx & Xo., Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Thomxx Xxxsxx Xxxtners Xxxxxx Xxxxxx Partners LLC By: -------------------------------------- ---------------------------- Name: Title:: SCHEDULE A UNDERWRITER NUMBER OF FIRM SHARES TO BE PURCHASED Xxxxxx Xxxxxx Partners LLC Lazard Freres & Co., LLC Xxxxxx Xxxxxxx Corp. [NAMES OF OTHER UNDERWRITERS] Total

Appears in 1 contract

Samples: Inhibitex Inc

Sophisticated Parties. Each of the parties hereto acknowledges --------------------- that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 87, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CYSIVEZ-Tel Technologies, INC. Inc. By: ---------------------------------- ____________________________ Name: Title: Accepted as of the date hereof Thomxx Xxxsxx Xxxtners Xxxxxx Xxxxxx Partners LLC Credit Suisse First Union Capital Markets Corp. Friedman, Billings, Ramsxx Boston Corporation X.X. Xxxxxxxx & Xo., Co. Xxxxxxxx Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Thomxx Xxxsxx Xxxtners /s/ Xxxxxx Xxxxxx Partners LLC By: -------------------------------------- _______________________________ Name: Title:

Appears in 1 contract

Samples: Underwriting Agreement (Z Tel Technologies Inc)

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